a44-firstamendmenttowarr






Exhibit 4.4  FIRST AMENDMENT TO  WARRANT AGREEMENT  THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is  made and entered into as of March 9, 2022, by and between Bakkt Holdings, Inc., a Delaware  corporation (f/k/a VPC Impact Acquisition Holdings, “Bakkt”), and American Stock Transfer &  Trust Company, LLC, a New York limited liability trust company (“AST”). Capitalized terms used  but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant  Agreement (as defined below).  WHEREAS, VPC Impact Acquisition Holdings, a Cayman Islands exempted company  (“VIH”), and Continental Stock Transfer & Trust Company, a New York corporation  (“Continental”), previously entered into that certain Warrant Agreement, dated as of September  22, 2020 (the “Existing Warrant Agreement”), pursuant to which VIH issued the Public Warrants  and the Private Placement Warrants, each representing the right to purchase one Ordinary Share  of VIH;  WHEREAS, on October 15, 2021, VIH completed the business combination pursuant to  that certain Agreement and Plan of Merger, dated as of January 11, 2021, with Pylon Merger  Company LLC, a Delaware limited liability company and wholly owned subsidiary of the VIH  (“Merger Sub”), and Bakkt Opco Holdings, LLC, a Delaware limited liability company (f/k/a/  Bakkt Holdings, LLC (“Opco”)), pursuant to which Merger Sub merged with and into Opco, with  Opco surviving as the surviving limited liability company and as a wholly owned subsidiary of  Bakkt (the “Merger”);  WHEREAS, in connection with the consummation of the Merger, VIH changed its name  to “Bakkt Holdings, Inc.”;  WHEREAS, pursuant to Section 9.8 of the Existing Warrant Agreement, the parties may  amend the Existing Warrant Agreement without the consent of any Registered Holder for the  purpose of, among other things, adding or changing any other provisions with respect to matters  or questions arising under the Existing Warrant Agreement as the parties may deem necessary or  desirable and that the parties deem shall not adversely affect the interest of the Registered Holders;   WHEREAS, the parties desire to amend certain provisions of the Existing Warrant  Agreement that do not adversely affect the interests of the Registered Holders;   WHEREAS, the also Company wishes to appoint AST to serve as successor Warrant  Agent and Transfer Agent under the Warrant Agreement; and  WHEREAS, in connection with and effective upon such appointment, Continental wishes  to assign all of its rights, interests and obligations as Warrant Agent and Transfer Agent under the  Warrant Agreement, as hereby amended, to AST, AST wishes to assume all of such rights, interests  and obligations and Bakkt wishes to approve such assignment and assumption.  NOW, THEREFORE, in consideration of the mutual agreements contained herein and  other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:  1. Amendment of Existing Warrant Agreement. The parties hereby amend, effective as of  the date of this Amendment, the Existing Warrant Agreement as provided in this Section 1:  





 






- 2 -      1.1 Change to the Company. References to the “Company” in the Existing Warrant  Agreement shall hereafter refer to “Bakkt Holdings, Inc.”    1.2 Changes to Common Stock. References to “Ordinary Shares” in the Existing  Warrant Agreement shall hereafter refer to the shares of Class A common stock,  par value $0.0001 per share, of Bakkt.    1.3 Change of Address of Company. Section 9.2 of the Existing Warrant Agreement is  hereby amended to direct that any notice, statement or demand authorized by the  Existing Warrant Agreement to be given or made by the Warrant Agent or by the  holder of any Warrant to or on the Company pursuant to Section 9.2 shall be  delivered to:  Bakkt Holdings, Inc.  5900 Windward Parkway, Suite 450  Alpharetta, GA 30005  Attn: General Counsel    With a copy to (which shall not constitute notice):    Wilson Sonsini Goodrich & Rosati  900 S. Capital of Texas Hwy  Las Cimas IV, Ste 500  Austin, TX 78746  Attention: J. Matthew Lyons    2. Appointment of Successor Warrant Agent and Transfer Agent. The Company hereby  appoints AST to serve as successor Warrant Agent and Transfer Agent under the Warrant  Agreement and Continental hereby assigns, and AST hereby agrees to accept and assume,  effective as of the Closing, all of Continental’s rights, interests and obligations in, and  under the Warrant Agreement and Warrants, as Warrant Agent and Transfer Agent.  Unless the context otherwise requires, any references in the Warrant Agreement and the  Warrants to the “Warrant Agent” or “Transfer Agent” shall mean AST. Any notice,  statement or demand authorized by the Warrant Agreement to be given or made by the  holder of any Warrant or by the Company to or on the Warrant Agent pursuant to Section  9.2 shall be delivered to:    American Stock Transfer & Trust Company, LLC  48 Wall Street, 22nd Floor  New York, NY 10005  Email: Reorgwarrants@astfinancial.com    3. Miscellaneous Provisions. Other than with respect to the amendments to notice  information set forth in Sections 1 and 2 of this Amendment, the provisions set forth in  





 






- 3 -    Article 9 of the Existing Warrant Agreement shall apply mutatis mutandis to this  Amendment.    [Signature page follows] 





 






- 4 -    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed  as of the date first above written.    BAKKT HOLDINGS, INC.      /s/ Andrew LaBenne      Name: Andrew LaBenne  Title:  Chief Financial Officer      AMERICAN STOCK TRANSFER &   TRUST COMPANY, LLC      /s/ Margot Jordan____________________  Name: Margot Jordan  Title: Chief Customer Officer      CONTINENTAL STOCK TRANSFER  & TRUST COMPANY      /s/ Henry Farrell_____________________  Name: Henry Farrell  Title: Vice President